The above-named Lords give notice of their intention to oppose the Question that Clause 1 stand part of the Bill.

Clause 2

THE LORD HODGSON OF ASTLEY ABBOTTS
THE LORD GLENTORAN

2

Page 3, line 33, leave out from "securities" to "or" in line 36 and insert "are a constituent of the FTSE-Actuaries 350 share index"

3

Page 3, leave out lines 37 and 38

4

Page 4, line 10, at end insert "available to the body"

5

Page 4, line 15, at end insert ", and

(f)

for ensuring that all defendants are properly represented"

6

Page 4, line 19, leave out "or appear to raise"

7

Page 4, line 20, leave out "important" and insert "significant"

THE LORD HODGSON OF ASTLEY ABBOTTS
THE LORD GLENTORAN
THE LORD RAZZALL
THE LORD SHARMAN

8

Page 4, line 30, after "no" insert "right to"

THE LORD HODGSON OF ASTLEY ABBOTTS
THE LORD GLENTORAN

9

Page 4, line 32, leave out second "or"

10

Page 4, leave out line 33

THE LORD HODGSON OF ASTLEY ABBOTTS
THE LORD GLENTORAN
THE LORD RAZZALL
THE LORD SHARMAN

11

Page 4, line 41, after first "of" insert "a fair proportion of the"

Clause 3

THE LORD HODGSON OF ASTLEY ABBOTTS
THE LORD GLENTORAN

12

Page 5, line 26, at end insert

"( )

Schedule 13 to the Companies Act 1989 (c. 40) (supplementary provisions with respect to delegation order) is amended as follows.

( )

For paragraph 3(2) and (3) substitute

"(2)

The body shall consist of such persons as the Secretary of State may appoint after such consultation as he thinks appropriate, provided that

(a)

not less than eight people are appointed;

(b)

a minimum of three are individuals who hold a qualification from one of the bodies recognised by the Secretary of State as offering a recognised professional qualification;

(c)

a majority of those appointed are non-executive members;

(d)

the appointments for office are for a period of three years and for two further three year periods if subsequently reappointed; and

(e)

the chairman of the body shall be such person as the Secretary of State may appoint from amongst its members.

(3)

The Secretary of State must secure that a committee of the body, consisting solely of the non-executive members, is set up and maintained for the purposes of discharging the functions set out in subsection (4).

(4)

The functions of the non-executive committee are to issue rules for the identification and disclosure of conflicts of interest in a form which is satisfactory to the Secretary of State.""

The above-named Lords give notice of their intention to oppose the Question that Clause 3 stand part of the Bill.

Clause 4

THE LORD HODGSON OF ASTLEY ABBOTTS
THE LORD GLENTORAN

13

Page 5, line 41, leave out "to be likely"

14

Page 6, leave out lines 2 to 5

15

Page 6, leave out lines 6 to 8

16

Page 6, line 8, at end insert "for the effective exercise by that body of those functions"

17

Page 6, line 15, at end insert "provided that the independence of the body is not thereby compromised"

Clause 5

THE LORD HODGSON OF ASTLEY ABBOTTS
THE LORD GLENTORAN

18

Page 6, line 25, after "2" insert ", 3"

Clause 6

THE LORD HODGSON OF ASTLEY ABBOTTS
THE LORD GLENTORAN

19

Page 8, line 17, at end insert

"( )

Any withdrawals, variations or revocations made under subsection (6) shall only apply to individuals not previously admitted under the provisions of this section.""

Clause 7

THE LORD HODGSON OF ASTLEY ABBOTTS
THE LORD GLENTORAN

20

Page 8, line 27, leave out "or by their associates"

21

Page 8, line 29, leave out "or their associates"

22

Page 8, line 41, leave out ", or any of their associates,"

23

Page 8, line 43, at end insert

"(d)

that where a company is part of a group such disclosures may be on a group basis"

24

Page 8, line 43, at end insert

"(2A)

Any regulations made under subsection (2) must provide

(a)

that where a company is part of a group such disclosures may be made on a group basis;

(b)

that classes and description of services shall be broadly specified;

(c)

for the discharge of the company's obligations under the Financial Services and Markets Act 2000 (c. 8)."

25

Page 9, leave out lines 6 and 7

26

Page 9, leave out lines 8 and 9

27

Page 9, leave out line 28

28

Page 9, leave out line 29

29

Page 9, line 35, leave out "accordingly ceases to have effect" and insert "ceases to have effect when regulations under section 390B(1) come into force"

Clause 8

THE LORD HODGSON OF ASTLEY ABBOTTS
THE LORD GLENTORAN

30

Page 10, line 9, leave out "accounts and vouchers" and insert "and accounts"

31

Page 10, line 11, after "explanations" insert "(in written form where so requested)"

32

Page 10, leave out line 14 and insert

"(a)

any officer of the company or those employees of the company engaged in the preparation of the company's accounts;"

"Before the report is approved under section 234A each director shall ensure that the auditors are aware of the information required of him by section 234ZA(1)."

THE LORD WEDDERBURN OF CHARLTON
THE BARONESS TURNER OF CAMDEN

46

Page 11, line 27, leave out "statement" and insert "statements"

47

Page 11, line 27, leave out "section 234ZA(1)" and insert

"(a)

section 234ZA, and

(b)

section 234ZB."

THE LORD HODGSON OF ASTLEY ABBOTTS
THE LORD GLENTORAN

48

Page 11, leave out lines 33 to 40 and insert

""(7)

Where a directors' report is approved under section 234A but the auditors are unaware of information which, as regards any director, is information required by section 234ZA(1), and the director failed to take all reasonable steps to prevent the report from being approved, the director is guilty of an offence and liable to imprisonment or a fine, or both.""

THE LORD WEDDERBURN OF CHARLTON
THE BARONESS TURNER OF CAMDEN

49

Page 11, line 33, leave out "statement" and insert "statements"

50

Page 11, line 34, leave out "statement" and insert "statements were or one of the statements"

51

Page 11, line 36, leave out "the statement" and insert "one or both of the statements"

THE LORD HODGSON OF ASTLEY ABBOTTS
THE LORD GLENTORAN

52

Page 11, leave out lines 38 and 39

53

Page 12, leave out lines 4 to 7 and insert

"(1)

Information is required of a director of a company as mentioned in section 234(2A) if"

THE LORD WEDDERBURN OF CHARLTON
THE BARONESS TURNER OF CAMDEN

54

Page 12, line 4, after "The" insert "first"

THE LORD HODGSON OF ASTLEY ABBOTTS
THE LORD GLENTORAN

55

Page 12, line 5, after "no" insert "material"

56

Page 12, line 8, leave out "a director of the company" and insert "the director"

57

Page 12, line 8, leave out from "information" to end of line 10

58

Page 12, line 9, leave out "a director of the company" and insert "the director"

THE LORD RAZZALL
THE LORD SHARMAN

59

Page 12, line 13, leave out from "determination" to end of line 15 and insert "of the form of his report under sections 235 and 237 of this Act;"

THE LORD HODGSON OF ASTLEY ABBOTTS
THE LORD GLENTORAN

60

Page 12, line 16, leave out "ought to know"

THE LORD WEDDERBURN OF CHARLTON
THE BARONESS TURNER OF CAMDEN

61

Page 12, leave out lines 18 to 24

THE LORD HODGSON OF ASTLEY ABBOTTS
THE LORD GLENTORAN

62

Page 12, line 18, leave out "(2)" and insert "(1)"

63

Page 12, line 24, at end insert

"(4)

It is a defence for a person charged with an offence under section 234(7) for a director to show

(a)

that he had no actual knowledge of the information in question that ought to have been disclosed to the company's auditors;

(b)

that proper arrangements had been established by resolution of the Board of Directors, allocating responsibility (whether in a specific or generic manner) to one or more directors other than himself for ascertaining the facts or circumstances to which the information in question related; and

(c)

that he had relied, and it was reasonable in all the circumstances for him to rely, on that other director or directors to ascertain the facts or circumstances in question and to disclose them to the Board of Directors.""

THE LORD WEDDERBURN OF CHARLTON
THE BARONESS TURNER OF CAMDEN

64

Page 12, line 24, at end insert

"(3)

The Secretary of State shall publish within three months after the date of any part of this Act coming into force, proposals for a statutory enactment defining what a director ought to know under subsection (2), and for the parallel legal duties of directors generally."

65

Page 12, line 24, at end insert

"234ZB

Further Information to have been disclosed

(1)

The second statement required in section 234(2A) is a statement which includes the particulars set out in this section.

(2)

The provisions of section 234ZA(2) and (3) apply to this section.

(3)

The particulars are a statement complying with the requirements of this section, and in particular stating whether all or any (specifying which) of the meetings of the remuneration or other committee or body of the company which has the function of recommending to or assisting the directors on any step relating to, or otherwise concerning the preparation of the directors' remuneration report, in respect of matters mentioned in Schedule 6 or, where the company is a quoted company, the auditable part of Schedule 7A, were attended by social partner representatives.

(4)

In this section "social partner representatives" means representatives of the employees of the company appointed or elected in accordance with regulations made under this section by the Secretary of State (below "the representatives") having the rights and capacities set out in the regulations, or equivalent rights set out in the company's articles of association.

(5)

The Secretary of State shall, after consulting such persons as he thinks appropriate, make regulations by statutory instrument providing for the appointment or election of two or more representatives of the company's employees for the purposes of this section, and for their rights and duties, having regard in particular to the method of appointing representatives for consultation under section 188 of the Trade Union and Labour Relations (Consolidation) Act 1992 (c. 52) (duty of employer to consult representatives).

(6)

The regulations shall establish the right for the representatives to attend and participate in all the meetings of the committee or body and of its subcommittees, if any, to receive all documents considered by such bodies, to appoint an independent expert to examine such documents, and to have a reasonable opportunity to communicate a view to the shareholders in general meeting and to the employees generally on the matters in the remuneration report, when notice is given under section 241A.

(7)

The regulations shall include provisions in respect of the confidentiality of relevant matters, having regard in particular to the provisions on confidentiality in Part VI and Part VIII of the Transnational Information and Consultation etc. Regulations 1999 (S.I. 1999/3323), and in respect of the protection of such representatives having regard in particular to Part VII of those regulations.

(8)

Where a company has no such committee, regulations shall provide that the representatives shall have equivalent rights to attend meetings of the directors where such matters are discussed.

(9)

Where no representatives have attended any such meeting, the directors shall so report and explain why that is the case."